Entera Bio股東會通過授權股本增至3.5億股及股權激勵計劃

false12-31000163809700-00000009722-532-7151Warrants, each Warrant exercisable for half of an Ordinary Share at an exercise price of $5.85 per Ordinary ShareENTXWNASDAQNASDAQ00016380972026-07-142026-07-140001638097entx:WarrantsEachWarrantExercisableForHalfOfAnOrdinaryShareAtAnExercisePriceOf585PerOrdinaryShareMember2026-07-142026-07-140001638097entx:OrdinarySharesParValueOfNIS00000769Member2026-07-142026-07-14

 
  

 
 

 

 

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

  

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

 Date of Report (Date of earliest event reported): July 14, 2026

  

 Entera Bio Ltd.

 

 (Exact Name of Registrant as Specified in Its Charter)

  

 

 

 
 Israel

 

 

 
  

 

 
 001-38556

 

 

 
  

 

 
 Not Applicable

 

 

 

 

 
 (State or other jurisdiction

 of incorporation)

 

 
  

 

 
 (Commission File Number)

 

 
  

 

 
 (I.R.S. Employer

 Identification)

 

 

  

 Kiryat Hadassah, Minrav Building – Fifth Floor,
 Jerusalem, Israel 9112002

 (Address of principal executive offices) (Zip Code)

 

 +972-2-532-7151 

 (Registrant’s Telephone Number, Including Area Code)

   

  

 (Former name or former address, if changed since last report)

  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
 under any of the following provisions (see General Instruction A.2. below):

  

 

 

 
 ☐

 

 

 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

 

 

 
 ☐

 

 

 
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 

 

  

 

 

 
 ☐

 

 

 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 

 

  

 

 

 
 ☐

 

 

 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

 

  

 Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 
 Title of each class

 

 
  

 

 
 Trading Symbol(s)

 

 
  

 

 
 Name of each exchange on which registered

 

 

 

 
 Ordinary Shares, par value of NIS 0.0000769

 

 

 
  

 

 
 ENTX

 

 

 
  

 

 
 Nasdaq Capital Market

 

 

 

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth company ☐

 

 

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

  

 
 
 

 

 
 
 
 
 

 

 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
 Compensatory Arrangements of Certain Officers.

 

 

 At the Annual Meeting (as defined in Item 5.07 to
 this Current Report on Form 8-K) of Entera Bio Ltd., a company formed under the laws of the State of Israel (the “Company”), the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s 2018 Equity
 Incentive Plan (the “2018 Equity Incentive Plan”) to increase the number of ordinary shares, par value of NIS 0.0000769, of the Company (“Ordinary

 Shares”) issuable thereunder by a one-time amount of 2,500,000 Ordinary Shares. The material terms of the 2018 Equity Incentive Plan have been
 previously reported by the Company and may be found under Proposal 7, contained in the Company’s Definitive Proxy statement on Schedule 14A (the “Proxy Statement”) previously filed with the Securities and Exchange Commission (the “Commission”)

 on June 3, 2026.

 

 

 The foregoing description of the Amendment is only a summary and is qualified in its entirety by the full text of the Amendment,
 which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

 

 

 Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

 

 
 At the Annual Meeting, the Company’s shareholders approved an amendment (the “Articles Amendment”) to the Company’s Amended and Restated Articles of Association (as amended, the “Articles”)

 to increase the number of authorized Ordinary Shares from 140,010,000 to 350,000,000. The Articles Amendment became effective upon approval by the Company’s shareholders at the Annual Meeting. The foregoing description of the Amendment is
 only a summary and is qualified in its entirety by the full text of the Articles, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.

 

 

 

 Item 5.07 Submission of Matters to a Vote of Security Holders.

 

 

 The Company held its 2026 Annual Meeting of Shareholders on July 14, 2026 (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:

 

 

 
 Proposal 1a: Election of Sean Ellis to the Board of Directors of the Company as a Class III director for a three-year term to
 hold office until the Company’s 2029 Annual Meeting of Shareholders:

 

 

 

 
 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 11,614,671

 

  

 
 402,255

 

  

 
 672

 

  

 
 13,491,120

 

 

  

 
 Proposal 1b: Election of Steven D. Rubin to the Board of Directors of the Company as a Class III director for a three-year
 term to hold office until the Company’s 2029 Annual Meeting of Shareholders:

 

  

 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 11,126,188

 

  

 
 890,738

 

  

 
 672

 

  

 
 13,491,120

 

 

  

 
 Proposal 1c: Election of Geno H. Germano to the Board of Directors of the Company as a Class III director for a three-year
 term to hold office until the Company’s 2029 Annual Meeting of Shareholders:

 

  

 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 11,888,019

 

  

 
 128,907

 

  

 
 672

 

  

 
 13,491,120

 

 

  

 
 
 

 

 

 

 
 Proposal 2: Approval of the amended compensation terms for the Company’s non-executive directors, as described in the Proxy
 Statement:

 

  

 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 11,561,138

 

  

 
 323,906

 

  

 
 132,554

 

  

 
 13,491,120

 

 

  

 
 Proposal 3: Approval of share-based compensation, as described in the Proxy Statement, relating to Mr. Steven D. Rubin, a
 Director of the Company:

 

  

 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 11,386,526

 

  

 
 495,177

 

  

 
 135,895

 

  

 
 13,491,120

 

 

  

 
 Proposal 4: Approval of share-based compensation, as described in the Proxy Statement, relating to Mr. Geno J. Germano, the
 Chairman of the Company’s Board of Directors:

 

  

 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 11,439,576

 

  

 
 440,127

 

  

 
 137,895

 

  

 
 13,491,120

 

 

  

 
 Proposal 5: Approval of a one-time grant of compensation, as described in the Proxy Statement, to Mr. Sean Ellis, a Director
 of the Company:

 

  

 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 11,439,213

 

  

 
 440,866

 

  

 
 137,519

 

  

 
 13,491,120

 

 

  

 
 Proposal 6: Approval of a one-time grant of compensation, as described in the Proxy Statement, to Ms. Miranda Toledano, the
 Company’s Chief Executive Officer and a Director:

 

  

 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 11,413,064

 

  

 
 466,124

 

  

 
 138,410

 

  

 
 13,491,120

 

 

  

 
 Proposal 7: Approval of an amendment to the 2018 Equity Incentive Plan to increase the number of Ordinary Shares issuable
 thereunder by a one-time amount of 2,500,000:

 

 

 

 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 10,824,437

 

  

 
 1,052,206

 

  

 
 140,955

 

  

 
 13,491,120

 

 

  

 
 
 

 

 

 

 
 Proposal 8: Approval of the Articles Amendment to effect an increase in the Company’s authorized share capital:

 

 

 
 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 24,517,240

 

  

 
 837,101

 

  

 
 154,377

 

  

 
 0

 

 

  

 
 Proposal 9: Approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers,
 as described in the Proxy Statement:

 

  

 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 11,681,716

 

  

 
 192,384

 

  

 
 143,498

 

  

 
 13,491,120

 

 

  

 
 Proposal 10: Approval of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an
 independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2026, and authorization of the Company’s Board of Directors, or the Audit Committee, if authorized by the
 Board of Directors, to determine the compensation of the auditors in accordance with the volume and nature of their services, as described in the Proxy Statement:

 

  

 

 

 
 Votes

 

  

 
 Votes

 

  

  

  

 
 Broker

 

 

 

 
 For

 

  

 
 Against

 

  

 
 Abstentions

 

  

 
 Non-Votes

 

 

 

 
 25,469,339

 

  

 
 34,029

 

  

 
 5,350

 

  

 
 0

 

 

  

 No other matters were considered or voted upon at the Annual Meeting.

 

 

 

 

 
 Item 9.01

 

 
 Financial Statements and Exhibits.

 

 

 
  

 

 

 

 
  

 

 
 (d)

 

 
 Exhibits

 

 

 
  

 
 

 

 
 Exhibit

 No

 

 
  

 

 
 Description

 

 

 

 

 

 

 

 

 

 
 3.1

 

 

 

 
 
 Amended
 and Restated Articles of Association

 

 

 

 

 
 10.1*

 

 

 

 
 Amendment

 to 2018 Entera Bio Ltd. Equity Incentive Plan

 

 

 

 

 

 

 

 

 

 
 104

 

 

 

 
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 
 * Management contract or compensatory plan or arrangement.

 

 

 

 
 
 

 

 
 
 

 

 

 SIGNATURES

  

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
 signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

  

 
 ENTERA BIO LTD.

 

 

 

  

  

  

 

 

 
 Date: July 16, 2026

 

 
 By:

 

 
 /s/ Miranda Toledano

 

 

 

  

  

 
 Name: Miranda Toledano

 Title: Chief Executive Officer